Economic Development Authority

601 Caroline Street, Suite 303 (540) 372-1216 Fredericksburg, VA 22401 (540) 372-6587 Fax Economic Development Authority of the City of Fredericksburg Notice Amended and Restated Bylaws FXBG City Center, First Floor Visitor Center Conference Room 601 Caroline St. Fredericksburg, VA 22401 February 10, 2025 8:30 a.m.  BYLAWS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF FREDERICKSBURG, VIRGINIA ARTICLE I. PURPOSES AND POWERS Section 1. Creation The Economic Development Authority of the City of Fredericksburg, Virginia (the “Authority”) shall fulfill all the purposes and intents of the General Assembly of Virginia, as expressed in the Industrial Development and Revenue Bond Act (the “Act”) now found in Section 15.2-4900, et. seq. of the Code of Virginia (1950) as amended (the “Virginia Code”), pursuant to resolutions adopted by the City Council of the City of Fredericksburg, Virginia (the “City Council”), on April 22, 1969, Ordinance No.91-4 adopted by the City Council on March 22, 1991, Ordinance No.04-33 adopted by the City Council on January 11, 2005, and such other enactments as may hereinafter be adopted. Section 2. Purpose The general purpose of the Authority, in conformity with Section 15.2-4901 of the Virginia Code, shall be all such purposes and the exercise of all such powers as are set forth under the Act for the fostering and stimulating of the development of industry and trade in Fredericksburg for the general good of its people and the Commonwealth of Virginia. The Authority shall have all such powers set forth in Section 15.2-4905 of the Virginia Code including but not limited to the power to acquire, own, lease and dispose of properties and make loans to the end that it may be able to promote industry and develop trade by inducing manufacturing, industrial, governmental, nonprofit and commercial enterprises and institutions of higher education to locate in or remain in the City of Fredericksburg, Commonwealth of Virginia, and further the use of its agricultural products and natural resources, with all powers that shall be necessary to enable it to accomplish such purposes. The Authority is a separate and distinct legal entity and acts for the benefit of the inhabitants of the City of Fredericksburg, Commonwealth of Virginia, either through the increase of their commerce, or through the promotion of their safety, health, welfare, convenience or prosperity. ARTICLE II. OFFICES Section 1. Location The principal offices of the Economic Development Authority of the City of Fredericksburg shall be located at 706 Caroline Street, Fredericksburg, Virginia. Section 2. Records Except as otherwise required by resolution of the Authority, or as the business of the Authority may require, all of the books and records of the Authority shall be kept at the office to be designated as hereinabove provided. The minutes of the Authority shall be open and available for the inspection by the public during the normal business hours and under terms and conditions as provided by law. ARTICLE III. THE AUTHORITY Section 1. Board of Directors The Authority shall be governed by a Board of Directors in which all powers of the Authority shall be vested. Section 2. Number, Appointment and Terms The Board of Directors shall be composed of seven (7) directors and appointed by the City Council in accordance with provisions of Section 15.2-4904 of the Virginia Code. Initial appointments by the City Council having been for terms of one, two, three, and four years; two having been appointed for two year terms, two appointed for three year terms and one appointed for a four year term; subsequent appointments have been and shall be for terms of four years, except appointments to fill vacancies which shall be for the unexpired terms. Each Director shall, before entering his duties, take and subscribe to the oath prescribed by Section 49-1 of the Virginia Code. No Director shall be an officer or employee of the City of Fredericksburg, Virginia. 2 Section 3. Vacancies Appointments to fill vacancies shall be made by the City Council which shall be for the unexpired terms. It shall be the duty of the Chairman or, in the absence of the Chairman, the Vice-Chairman, to notify the City Council of any vacancy for an unexpired term immediately and to recommend nominees for this vacancy thirty days in advance. Section 4. Election of Officers The Directors shall elect from their membership a Chairman, Vice- Chairman, and from their membership or not, as they desire, a Secretary and a Treasurer, and in their discretion, an Assistant Secretary, annually at the first meeting in June (the “Annual Meeting”) effective July 1. They shall hold office for a term of one year beginning on July 1 and until either re-elected or their successors are elected and qualified. Section 5. Duties of Officers The duties of officers shall include but not be limited to the following: Chairman: The Chairman shall preside at all meetings of the Authority and of the executive committee; be responsible for notice of meetings to the members; call special meetings; call special elections; be responsible for all correspondence; make committee appointments; appoint members of the Authority as liaison to other City governmental agencies, authorities and/or commissions; act as a signatory as authorized; established policies and long range objectives and have overall responsibility for accomplishment of the Authority’s goals and purposes; and in general shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Directors from time to time. The Chairman shall have an equal vote with the other directors. Vice-Chairman: At the request of the Chairman, or in the absence, incapacity or death of the Chairman, the Vice-Chairman shall have full responsibility for the above. In the case of the resignation or death of the Chairman, the Vice-Chairman shall perform such duties until such time as the 3 Authority selects a new Chairman. The Vice-Chairman shall perform such other duties as may be assigned by the Board of Directors from time to time. Secretary: The Secretary shall be responsible for the taking of the minutes at all meetings, or in such case, shall supervise staff for the preparation of the minutes of the Board of Directors and the Executive Committee; ensure that minutes of the meetings are kept in a record book and made available for public inspection as hereinbefore provided; keep the Authority’s list of members, terms and successions; have custody of the seal of the Authority and to see that each item stamped with the Authority’s seal is duly authorized by the Board of Directors; sign with the Chairman or Vice-Chairman any documents or instruments which the Board of Directors has authorized to be executed; see that all notices are duly given as required by these Bylaws or by the Board of Directors; call meetings of the Board of Directors to order in the absence of the Chairman and Vice-Chairman, and thereupon shall conduct an election for a temporary presiding officer for that meeting; and in general shall perform all the duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the Board of Directors. In the absence of the Secretary, the Chairman shall appoint a director to be responsible for the preparation of detailed minutes of the meeting. Assistant Secretary: The Assistant Secretary shall act in the absence of the Secretary, at the direction of the Board of Directors. Treasurer: The Treasurer shall be responsible for establishing a financial plan, keeping suitable records of all financial transactions of the Authority and having such records audited annually. A copy of such audit shall be furnished to the City of Fredericksburg, and made available for public inspection at reasonable times. The Treasurer shall have charge and custody of all funds and be responsible for their investment and depositing in the name of the Authority when authorized by the Board of Directors; act as a signatory for checks as authorized; and in general shall perform such duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors. 4 Section 6. Quorum Four members of the Board shall constitute a quorum of the Board for the purpose of conducting its business and exercising its power and for all other purposes, except that no facilities owned by the Authority shall be leased or disposed of, no land or facilities shall be acquired, and no commitment to borrow money shall be made in any manner without a majority vote of all the members of the Board of Directors. No vacancy in the membership of the board shall impair the right of a quorum to exercise all the powers and perform all the duties of the Board. Section 7. Confidential Reports The Board of Directors shall have the right to prepare, or delegate the preparation of, confidential reports for submission to any person, governmental body or agency; and the right to receive from any source confidential reports; so long as the foregoing is consistent with the purposes and powers stated in Article I and in the Virginia Freedom of Information Act, as applicable; but no action binding the Authority may be taken respecting such reports except as provided in Section 6 of this Article. Section 8. Election of a Temporary Presiding Officer When a quorum is present for a regularly scheduled or specially called meeting and the Chairman and Vice-Chairman are absent, the quorum in attendance can elect a temporary presiding officer to chair that meeting only. When the meeting is chaired by a temporary presiding officer, a quorum must be present to proceed and the quorum must remain in attendance throughout the entire meeting. The election of a temporary presiding officer to chair a specific meeting for which the Chairman and Vice-Chairman are not available will not in any way whatsoever invalidate or restrict the actions, directives or the authority of the duly elected Chairman and Vice-Chairman. The duties of the temporary presiding officer shall be to preside over only the specific meeting for which such officer was elected. 5  ARTICLE IV. MEETINGS Section 1. Annual Meeting The Annual Meeting of the Authority shall be held in the month of June each year on a date and at a time and place designated by the Directors. Section 2. Regular Meeting Regular meetings of the Board of Directors shall be held monthly as set by the Board from time to time, except that the Board may vote to dispense with certain of the monthly meetings from time to time. These meetings shall be open to the public and shall be upon such notice as required by law. Section 3. Special Meetings Special meetings of the Board of Directors may be called by or at the request of the Chairman, the Secretary or the Executive Director, or of any two directors. Section 4. Notice Notice of any meeting not held at a time fixed by these Bylaws or by a resolution of the Board shall, except in an emergency, be given to each Director at least three (3) working days before the meeting as required by law, at the Director’s residence or business address or by delivering such notice by telephone or other transmission, unless the Director has specifically designated acceptable means of transmission which may then be used instead, but need not contain the purpose of any meeting. So long as the Virginia Freedom of Information Act has been complied with, meetings may be held without notice if all of the Directors are present or those not present waive notice before or after the meeting. Section 5. Minutes The Board shall keep detailed minutes of its proceedings, which shall be open to public inspection as hereinbefore stated. 6 Section 6. Financial Transactions The Board shall keep suitable records of all its financial transactions and shall arrange to have the same audited annually, with copies furnished to the City Council and available for public inspection, as hereinabove stated. Section 7. Meeting Format The format of all regular meetings of the Board of Directors shall be as follows: a. Call to order b. Reading, Approval and/or Correction of the Minutes of the last meeting c. Financial/Treasurer’s Report d. Inducement Resolutions e. Chairman’s Report f. Attorney’s Report g. Committee Reports h. Staff Report i. Unfinished Business j. New Business k. Adjournment Section 8. Voting The vote of the adoption of every resolution, any proposals creating a liability, or for the appropriation or expenditure of funds shall be by yeas or nays, and whenever the vote pertains to bond matters or is not unanimous, the names of members voting for and against shall be entered upon the minutes of that meeting. Any tie vote shall be deemed to be a negative vote. Section 9. Rules and Order The current edition of Robert’s Rules of Order Newly Revised shall be parliamentary authority for all matters of procedure not specifically covered by these Bylaws. 7 Section 10. Signing Minutes When approved, all minutes shall be signed by the Board member or staff person who recorded the minutes. Section 11. Meeting Attendance A member of the Board of Directors of the Authority shall not miss more than two (2) consecutive regular meetings of the Authority or any four regular meetings of the Authority within any 12-month period. If a Director does so, the Authority may recommend to City Council that the Director be replaced, by a majority vote of those directors present and voting at a regular or special meeting of the Directors, at which a quorum is present. ARTICLE V. COMMITTEES Section 1. Executive Committee The Board of Directors shall have an Executive Committee which shall be composed of the Chairman, Vice-Chairman, Secretary and Treasurer, and if any, the Assistant Secretary and Executive Director of the Authority. The Executive Committee shall meet at such times and such places as the Chairman may designate. The Executive Committee shall keep detailed minutes of its meetings, which shall be preserved along with the minutes of the Board of Directors and distributed to the Board at its regular meeting. Two (2) members of the Executive Committee shall constitute a quorum. In the absence of any member of the Executive Committee, the Chairman may appoint a Director to act on the Executive Committee pro tempore, and such appointment shall be recorded in the record book of the Authority. The Executive Committee, which shall meet only when the Board of Directors is not in session, is advisory only and may exercise none of the powers of the Authority. Section 2. Business Advisory Committee The Authority may appoint a Business Advisory Committee to advise the Authority upon matters consistent with its purpose in the City. The Advisory 8 Committee shall consist of such persons and such number of persons as the Authority may deem advisable consistent with its purpose. The Advisory Committee members may, but are not required to, attend all regular meetings of the Board of Directors. Members of the committee shall not receive compensation for their services, but may be reimbursed for necessary traveling and other expenses incurred while on the business of the Authority. Section 3. Special and Ad Hoc Committees The Chairman may, with the advice and consent of the Board of Directors, appoint such other special and ad hoc committees as may be deemed necessary to carry out the intents and purposes of the Authority. ARTICLE VI. COMPENSATION FOR THE DIRECTORS Members of the Authority shall receive no salary but the Directors may be compensated in such amount per meeting as may be approved by the City Council and shall be reimbursed for necessary traveling and other expenses incurred while in the performance of their duties. ARTICLE VII. STAFF Section 1. Employees Executive Director. The Board may from time to time and at their pleasure appoint an Executive Director who shall assist the Board of Directors administratively in carrying out its duties and as directed in any resolution adopted by the Board. Other Employees. The Board of Directors may appoint such employees and agents as are necessary to accomplish the purposes and powers of the Authority under the Act and under the Ordinances of the City Council. City Staff Support. The Authority may accept such staff support as is provided to the Authority by the City of Fredericksburg’s Office of Economic Development and Tourism. 9 Section 2. Reports The employees of the Authority and/or City staff may prepare and submit confidential reports and recommendations to the Board of Directors, but no action binding on the Authority shall be taken respecting such reports except as provided in Article III, and confidentiality shall be subject to the Virginia Freedom of Information Act, as applicable. ARTICLE VIII. FISCAL YEAR The fiscal year of the Economic Development Authority of the City of Fredericksburg shall coincide with the fiscal year of the City government, beginning July 1 through June 30 of the following year. ARTICLE IX. SEAL The Seal of the Authority shall be a flat-faced circular die with the word Seal and the name of the Authority and date engraved thereon. ARTICLE X. CHECKS, NOTES, DRAFTS, AND OTHER DOCUMENTS Section 1. Signatures and Facsimiles Checks, notes, drafts, and other legal documents shall be signed by such persons as the Board of Directors from time to time may authorize. The signature of any such person may be a facsimile of one authorized by the Board of Directors. Section 2. Validation of Checks Validation of checks drawn on the Authority’s bank account(s) by the Authority shall require two (2) signatures. The following officers are authorized to sign Authority checks: Chairman, Vice-Chairman, Secretary, Assistant- Secretary or Treasurer. 10  ARTICLE XI. AMENDMENTS Except as otherwise provided by law, these Bylaws may be amended, added to, altered or repealed in whole or in part by a simple majority of the Board of Directors at any duly constituted meeting of the Board, provided that notice of the proposed amendment, addition, alteration, or repeal is given in the notice of such meeting, and such notice is delivered as provided in Article IV, Section 4, at least one week in advance. Any Director may waive written notice. ARTICLE XII. INCORPORATION BY REFERENCE The provisions of Section 15.2-4900, et. seq., of the Virginia Code are hereby adopted and incorporated herein by reference as if fully set out herein and shall govern as the rules and regulations of the Authority, any provision to the contrary contained in these Bylaws notwithstanding. ADOPTED NOVEMBER 10, 1992 AMENDED JUNE 14, 1993 AMENDED SEPT.14, 2009 C:\DOCUME~1\ABM~1.MYC\LOCALS~1\Temp\EDA BY-LAWS 091409.doc 11  AMENDED AND RESTATED BYLAWS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF FREDERICKSBURG, VIRGINIA These Amended and Restated Bylaws of the Economic Development Authority of the City of Fredericksburg, Virginia (the “Authority”) are made as of _____________ _____, 2025 and amend and completely restate any previous Bylaws of the Authority. ARTICLE I. PURPOSES AND POWERS Section 1. Creation The Authority shall fulfill all the purposes and intents of the General Assembly of Virginia, as expressed in the Industrial Development and Revenue Bond Act (the “Act”) now found in Section 15.2-4900, et. seq. of the Code of Virginia (1950) as amended (the “Virginia Code”), pursuant to resolutions adopted by the City Council of the City of Fredericksburg, Virginia (the “City Council”), on April 22, 1969, Ordinance No.91-4 adopted by the City Council on March 22, 1991, Ordinance No.04-33 adopted by the City Council on January 11, 2005, and such other enactments as may hereinafter be adopted. Section 2. Purpose The general purpose of the Authority, in conformity with Section 15.2-4901 of the Virginia Code, shall be all such purposes and the exercise of all such powers as are set forth under the Act for the fostering and stimulating of the development of industry and trade in Fredericksburg for the general good of its people and the Commonwealth of Virginia. The Authority shall have all such powers set forth in Section 15.2-4905 of the Virginia Code including but not limited to the power to acquire, own, lease and dispose of properties and make loans to the end that it may be able to promote industry and develop trade by inducing manufacturing, industrial, governmental, nonprofit and commercial enterprises and institutions of higher education to locate in or remain in the City of Fredericksburg, Commonwealth of Virginia, and further the use of its agricultural products and natural resources, with all powers that shall be necessary to enable it to accomplish such purposes. The Authority is a separate and distinct legal entity and acts for the benefit of the inhabitants of the City of Fredericksburg, Commonwealth of Virginia, either through the increase of their commerce, or through the promotion of their safety, health, welfare, convenience or prosperity. ARTICLE II. OFFICES Section 1. Location The principal offices of the Economic Development Authority of the City of Fredericksburg shall be located at 601 Caroline Street, Suite 303, Fredericksburg, Virginia. Section 2. Records Except as otherwise required by resolution of the Authority, or as the business of the Authority may require, all of the books and records of the Authority shall be kept at the office to be designated as hereinabove provided. The minutes of the Authority shall be open and available for the inspection by the public during the normal business hours and under terms and conditions as provided by law. ARTICLE III. THE AUTHORITY Section 1. Board of Directors The Authority shall be governed by a Board of Directors in which all powers of the Authority shall be vested. Section 2. Number, Appointment and Terms The Board of Directors shall be composed of seven (7) directors and appointed by the City Council in accordance with provisions of Section 15.2-4904 of the Virginia Code. Initial appointments by the City Council having been for terms of one, two, three, and four years; one having been appointed for a one-year term; two appointed for two-year terms, two appointed for three-year terms; and one appointed for a four-year term; subsequent appointments shall be for a term of four years, except appointments to fill vacancies which shall be for the unexpired 2 terms. Each Director shall, before entering his duties, take and subscribe to the oath prescribed by Section 49-1 of the Virginia Code. No Director shall be an officer or employee of the City of Fredericksburg, Virginia. Section 3. Vacancies Appointments to fill vacancies shall be made by the City Council, which shall be for the unexpired terms. It shall be the duty of the Chairman or, in the absence of the Chair, the Vice-Chair, to notify the City Council of any vacancy for an unexpired term immediately upon receiving notification of Board vacancy. Board members vacating their position shall notify the Chair in writing thirty days in advance. Section 4. Election of Officers The Directors shall elect from their membership a Chair, Vice-Chair, and from their membership or not, as they desire, a Secretary and a Treasurer, and in their discretion, an Assistant Secretary, annually at the first meeting in June (the “Annual Meeting”) effective July 1. They shall hold office for a term of one year beginning on July 1 and until either re-elected or their successors are elected and qualified. Section 5. Duties of Officers The duties of officers shall include but not be limited to the following: Chair: The Chair shall preside at all meetings of the Authority and of the executive committee; be responsible for notice of meetings to the members; call special meetings; call special elections; be responsible for all correspondence; make committee appointments; appoint members of the Authority as liaison to other City governmental agencies, authorities and/or commissions; act as a signatory as authorized; established policies and long range objectives and have overall responsibility for accomplishment of the Authority’s goals and purposes; and in general shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Directors from time to time. The Chairman shall have an equal vote with the other directors. 3  Vice-Chair: At the request of the Chair, or in the absence, incapacity or death of the Chair, the Vice-Chair shall have full responsibility for the above. In the case of the resignation or death of the Chair, the Vice-Chair shall perform such duties until such time as the Authority selects a new Chair. The Vice-Chair shall perform such other duties as may be assigned by the Board of Directors from time to time. Secretary: The Secretary shall be responsible for the taking of the minutes at all meetings, or in such case, shall supervise staff for the preparation of the minutes of the Board of Directors and the Executive Committee; ensure that minutes of the meetings are kept in a record book and made available for public inspection as hereinbefore provided; keep the Authority’s list of members, terms and successions; have custody of the seal of the Authority and to see that each item stamped with the Authority’s seal is duly authorized by the Board of Directors; sign with the Chair or Vice-Chair any documents or instruments which the Board of Directors has authorized to be executed; see that all notices are duly given as required by these Bylaws or by the Board of Directors; call meetings of the Board of Directors to order in the absence of the Chair and Vice-Chair, and thereupon shall conduct an election for a temporary presiding officer for that meeting; and in general shall perform all the duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the Board of Directors. In the absence of the Secretary, the Chair shall appoint a director responsible for the preparation of detailed minutes of the meeting. Assistant Secretary: The Assistant Secretary shall act in the absence of the Secretary, at the direction of the Board of Directors. Treasurer: The Treasurer shall be responsible for establishing a financial plan, keeping suitable records of all financial transactions of the Authority and having such records audited annually. A copy of such audit shall be furnished to the City of Fredericksburg, and made available for public inspection at reasonable times. The Treasurer shall have charge and custody of all funds and be responsible for their investment and depositing in the name of the Authority when authorized by the Board of Directors; act as a signatory for checks as authorized; and in 4 general shall perform such duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors. Section 6. Quorum Four members of the Board shall constitute a quorum of the Board for the purpose of conducting its business and exercising its power and for all other purposes, except that no facilities owned by the Authority shall be leased or disposed of, no land or facilities shall be acquired, and no commitment to borrow money shall be made in any manner without a majority vote of all the members of the Board of Directors. No vacancy in the membership of the board shall impair the right of a quorum to exercise all the powers and perform all the duties of the Board. Section 7. Confidential Reports The Board of Directors shall have the right to prepare, or delegate the preparation of, confidential reports for submission to any person, governmental body or agency; and the right to receive from any source confidential reports; so long as the foregoing is consistent with the purposes and powers stated in Article I and in the Virginia Freedom of Information Act, as applicable; but no action binding the Authority may be taken respecting such reports except as provided in Section 6 of this Article. Section 8. Election of a Temporary Presiding Officer When a quorum is present for a regularly scheduled or specially called meeting and the Chair and Vice-Chair are absent, the quorum in attendance can elect a temporary presiding officer to chair that meeting only. When the meeting is chaired by a temporary presiding officer, a quorum must be present to proceed and the quorum must remain in attendance throughout the entire meeting. The election of a temporary presiding officer to chair a specific meeting for which the Chair and Vice-Chair are not available will not in any way whatsoever invalidate or restrict the actions, directives or the authority of the duly elected Chair and Vice-Chair. 5  The duties of the temporary presiding officer shall be to preside over only the specific meeting for which such officer was elected. ARTICLE IV. MEETINGS Section 1. Annual Meeting The Annual Meeting of the Authority shall be held in the month of June each year on a date and at a time and place designated by the Directors. Section 2. Regular Meeting Regular meetings of the Board of Directors shall be held monthly as set by the Board from time to time, except that the Board may vote to dispense with certain of the monthly meetings from time to time. These meetings shall be open to the public and shall be upon such notice as required by law. Section 3. Special Meetings Special meetings of the Board of Directors may be called by or at the request of the Chair, the Secretary or the Executive Director, or of any two directors. Section 4. Notice Notice of any meeting not held at a time fixed by these Bylaws or by a resolution of the Board shall, except in an emergency, be given to each Director at least three (3) working days before the meeting as required by law, at the Director’s residence or business address or by delivering such notice by telephone or other transmission, unless the Director has specifically designated acceptable means of transmission which may then be used instead, but need not contain the purpose of any meeting. So long as the Virginia Freedom of Information Act has been complied with, meetings may be held without notice if all of the Directors are present or those not present waive notice before or after the meeting. Section 5. Minutes The Board shall keep detailed minutes of its proceedings, which shall be open to public inspection as hereinbefore stated. 6 Section 6. Financial Transactions The Board shall keep suitable records of all its financial transactions and shall arrange to have the same audited annually, with copies furnished to the City Council and available for public inspection, as hereinabove stated. Section 7. Meeting Format The format of all regular meetings of the Board of Directors shall be as follows: a. Call to Order b. Determination of Quorum c. Approval of the Agenda d. Public Comments e. Approval and/or Correction of the Minutes of the Last Meeting f. Treasurer’s Report g. Old Business h. New Business i. Committee & Liaison Reports j. Staff Report k. Chair's Report l. Board Members Comments m. Adjournment Section 8. Voting The vote of the adoption of every resolution, any proposals creating a liability, or for the appropriation or expenditure of funds shall be by yeas or nays, and whenever the vote pertains to bond matters or is not unanimous, the names of members voting for and against shall be entered upon the minutes of that meeting. Any tie vote shall be deemed to be a negative vote. 7 Section 9. Rules and Order The current edition of Robert’s Rules of Order Newly Revised shall be parliamentary authority for all matters of procedure not specifically covered by these Bylaws. Section 10. Signing Minutes When approved, all minutes shall be signed by the Secretary or Assistant Secretary who recorded the minutes. Section 11. Meeting Attendance; Remote Participation A member of the Board of Directors of the Authority shall not miss more than two (2) consecutive regular meetings of the Authority or any four regular meetings of the Authority within any 12-month period. If a Director does so, the Authority may recommend to City Council that the Director be replaced, by a majority vote of those directors present and voting at a regular or special meeting of the Directors, at which a quorum is present. The remote participation policy governing Board members’ attendance of any Authority meetings is as follows: “Remote participation” means participation by an individual member of the Economic Development Authority of the City of Fredericksburg, Virginia by electronic communication means (audio + optional video) in a public meeting where a quorum of the Economic Development Authority is physically assembled. It is the policy of the Economic Development Authority of the City of Fredericksburg, Virginia that individual Economic Development Authority members may participate in meetings of the Economic Development Authority by electronic communication as permitted by Va. Code §2.2-3708.3. This policy shall apply to the entire membership and without regard to the identity of the member requesting remote participation or the matters that will be considered or voted on at the meeting. The grounds for remote participation are the following: 8 1. The member has a temporary or permanent disability or other medical condition that prevents the member’s physical attendance; 2. A medical condition of a member of the member’s family requires the member to provide care that prevents the member’s physical attendance; 3. The member’s principal residence is more than 60 miles from the meeting location identified in the meeting notice; or 4. The member is unable to attend the meeting due to a personal matter, the nature of which is identified with specificity. Whenever an individual member wishes to participate from a remote location, a quorum of the Economic Development Authority must be physically assembled at the primary or central meeting location. When such individual’s remote participation is due to a personal matter, such participation is limited by law to two meetings per calendar year or 25 percent of the meetings held per calendar year rounded up to the next whole number, whichever is greater. A member who wishes to use remote participation will notify the Economic Development Authority to make the request in sufficient time for staff to make any necessary technical arrangements. Unless a member of the Economic Development Authority objects to the remote participation at the beginning of the meeting, it is deemed approved without action by the Economic Development Authority. If a member of the Economic Development Authority does object to the remote participation, it may be disapproved, but only if it would violate the Virginia Freedom of Information Act or this policy. 9  ARTICLE V. COMMITTEES Section 1. Executive Committee The Board of Directors shall have an Executive Committee which shall be composed of the Chair, Vice-Chair, Secretary and Treasurer, and if any, the Assistant Secretary and Executive Director of the Authority. The Executive Committee shall meet at such times and such places as the Chairman may designate. The Executive Committee shall keep detailed minutes of its meetings, which shall be preserved along with the minutes of the Board of Directors and distributed to the Board at its regular meeting. Two (2) members of the Executive Committee shall constitute a quorum. In the absence of any member of the Executive Committee, the Chair may appoint a Director to act on the Executive Committee pro tempore, and such appointment shall be recorded in the record book of the Authority. The Executive Committee, which shall meet only when the Board of Directors is not in session, is advisory only and may exercise none of the powers of the Authority. Section 2. Business Advisory Committee The Authority may appoint a Business Advisory Committee to advise the Authority upon matters consistent with its purpose in the City. The Advisory Committee shall consist of such persons and such number of persons, as the Authority may deem advisable consistent with its purpose. The Advisory Committee members may, but are not required to, attend all regular meetings of the Board of Directors. Members of the committee shall not receive compensation for their services, but may be reimbursed for necessary traveling and other expenses incurred while on the business of the Authority. Section 3. Special Committees and Liaisons The Chair may, with the advice and consent of the Board of Directors, appoint such other special committees and liaisons as may be deemed necessary to carry out the intents and purposes of the Authority. 10  ARTICLE VI. COMPENSATION FOR THE DIRECTORS Members of the Authority shall receive no salary but the Directors may be compensated in such amount per meeting as may be approved by the City Council and shall be reimbursed for necessary traveling and other expenses incurred while in the performance of their duties. ARTICLE VII. STAFF Section 1. Employees Executive Director. The Board may from time to time and at their pleasure appoint an Executive Director who shall assist the Board of Directors administratively in carrying out its duties and as directed in any resolution adopted by the Board. Other Employees. The Board of Directors may appoint such employees and agents as are necessary to accomplish the purposes and powers of the Authority under the Act and under the Ordinances of the City Council. City Staff Support. The Authority may accept such staff support as is provided to the Authority by the City of Fredericksburg’s Office of Economic Development and Tourism. Section 2. Reports The employees of the Authority and/or City staff may prepare and submit confidential reports and recommendations to the Board of Directors, but no action binding on the Authority shall be taken respecting such reports except as provided in Article III, and confidentiality shall be subject to the Virginia Freedom of Information Act, as applicable. ARTICLE VIII. FISCAL YEAR The fiscal year of the Economic Development Authority of the City of Fredericksburg shall coincide with the fiscal year of the City government, beginning July 1 through June 30 of the following year. 11  ARTICLE IX. SEAL The Seal of the Authority shall be a flat-faced circular die with the word Seal and the name of the Authority and date engraved thereon. ARTICLE X. CHECKS, NOTES, DRAFTS, AND OTHER DOCUMENTS Section 1. Signatures and Facsimiles Checks, notes, drafts, and other legal documents shall be signed by such persons as the Board of Directors from time to time may authorize. The signature of any such person may be a facsimile of one authorized by the Board of Directors. Section 2. Validation of Checks Validation of checks drawn on the Authority’s bank account(s) by the Authority shall require the signature of two (2) Board members. ARTICLE XI. AMENDMENTS Except as otherwise provided by law, these Bylaws may be amended, added to, altered or repealed in whole or in part by a simple majority of the Board of Directors at any duly constituted meeting of the Board, provided that notice of the proposed amendment, addition, alteration, or repeal is given in the notice of such meeting, and such notice is delivered as provided in Article IV, Section 4, at least one week in advance. Any Director may waive written notice. ARTICLE XII. INCORPORATION BY REFERENCE The provisions of Section 15.2-4900, et. seq., of the Virginia Code are hereby adopted and incorporated herein by reference as if fully set out herein and shall govern as the rules and regulations of the Authority, any provision to the contrary contained in these Bylaws notwithstanding. ADOPTED NOVEMBER 10, 1992 AMENDED JUNE 14, 1993 12 AMENDED SEPTEMBER 14, 2009 AMENDED AND RESTATED FEBRUARY 10, 2025 13